Common use of Technical Information License Clause in Contracts

Technical Information License. A. BMI hereby grants to LICENSEE, in LICENSED FIELD NO. 1 and LICENSED FIELD NO. 2 and in the LICENSED TERRITORY, a royalty-free exclusive license to practice the TECHNICAL INFORMATION and to make, have made, develop, use, import, export, and sell the products and services under such TECHNICAL INFORMATION, with the right to sublicense the same. B. BMI hereby grants to LICENSEE, in LICENSED FIELD NO. 3 and in the LICENSED TERRITORY, a royalty-free nonexclusive license to practice the TECHNICAL INFORMATION and to make, have made, develop, use, import, export, and sell the products and services under such TECHNICAL INFORMATION, with the right to sublicense the same. C. LICENSEE shall not disclose to third parties any TECHNICAL INFORMATION furnished by BMI during the term of this Agreement, or any time thereafter, provided, however, that disclosure may be made of any such TECHNICAL INFORMATION at any time: (i) with the prior written consent of BMI, or (ii) to the extent necessary to LICENSEE’s sublicensees and purchasers of LICENSEE’s products or services, or (iii) after the same shall have entered the public domain through no fault of LICENSEE, LICENSEE’s sublicensees or purchasers of LICENSEE’s products or services. Disclosure of TECHNICAL INFORMATION shall be permitted without prior written consent of BMI to the extent required by statute, rule or regulation of a governing body during the course of LICENSEE’s normal business practices. LICENSEE shall inform BMI of any such disclosure. Any combination of TECHNICAL INFORMATION shall not be considered in the public domain merely because individual elements thereof are in the public domain. To the extent that any such TECHNICAL INFORMATION is disclosed under (ii) above, the agreements contained in this Article shall be made by LICENSEE under a confidentiality agreement to apply to and be made binding upon all such parties. D. BMI reserves for itself the right to (i) practice the TECHNICAL INFORMATION for research, development and demonstration purposes; and (ii) license the TECHNICAL INFORMATION in fields and territories not exclusively licensed herein. For purposes of this Agreement, any production of backscatter radio frequency identification (RFID) systems requiring 1,000 or fewer RFID tags for a single customer shall be deemed to be produced for demonstration purposes only. E. Failure to provide any TECHNICAL INFORMATION called for by this Agreement shall not entitle LICENSEE to recover damages or to terminate this Agreement; the remedy for failure to provide any such TECHNICAL INFORMATION shall be limited to an order requiring its disclosure. F. The parties agree that they shall use reasonable efforts to protect from disclosure to third parties all TECHNICAL INFORMATION disclosed or generated under the terms of this Agreement and INVENTIONS which LICENSEE elects to protect as trade secrets under the provisions of Xxxxxxxxx 00X. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.

Technical Information License. A. BMI hereby Subject to the terms and conditions of this Agreement and Licensee’s compliance therewith, Research Institute grants to LICENSEELicensee a non-exclusive, non-transferable (except a transfer to an Affiliate or as otherwise permitted herein), sublicensable through multiple tiers (in LICENSED FIELD NO. 1 and LICENSED FIELD NO. 2 and accordance with Section 2.1.4) license in the LICENSED TERRITORY, a royalty-free exclusive license to practice the TECHNICAL INFORMATION and to make, have made, develop, use, import, export, and sell the products and services under such TECHNICAL INFORMATION, with the right to sublicense the same. B. BMI hereby grants to LICENSEE, in LICENSED FIELD NO. 3 and Field of Use in the LICENSED TERRITORYLicensed Territory to use the Technical Information to develop and manufacture Licensed Products throughout the Licensed Territory for the Field of Use. The Technical Information is “AS IS” and Research Institute shall transfer materials, a royalty-free nonexclusive license including those materials listed in Exhibit B, that are included within the Technical Information on the same basis within **** of the Effective Date. Research Institute has no other obligation with respect to practice the TECHNICAL INFORMATION and to make, have made, develop, use, import, export, and sell the products and services under such TECHNICAL INFORMATION, with the right to sublicense the same. C. LICENSEE shall not disclose to third parties any TECHNICAL INFORMATION furnished by BMI during the term of this Agreement, or any time thereafter, Technical Information; provided, however, that disclosure may be made Research Institute shall represent, to the best of any such TECHNICAL INFORMATION at any time: its knowledge that (i) none of its inter-institutional agreements or other contractual relationships with the prior written consent of BMI, or (ii) to the extent necessary to LICENSEE’s sublicensees and purchasers of LICENSEE’s products or services, or (iii) after the same shall have entered the public domain through no fault of LICENSEE, LICENSEE’s sublicensees or purchasers of LICENSEE’s products or services. Disclosure of TECHNICAL INFORMATION shall be permitted without prior written consent of BMI to the extent required by statute, rule or regulation of a governing body during the course of LICENSEE’s normal business practices. LICENSEE shall inform BMI of any such disclosure. Any combination of TECHNICAL INFORMATION shall not be considered in the public domain merely because individual elements thereof are in the public domain. To the extent that any such TECHNICAL INFORMATION is disclosed under (ii) above, the agreements contained in this Article shall be made by LICENSEE under a confidentiality agreement to apply to and be made binding upon all such parties. D. BMI reserves for itself the right to (i) practice the TECHNICAL INFORMATION for research, development and demonstration purposes; and (ii) license the TECHNICAL INFORMATION in fields and territories not exclusively licensed herein. For purposes of this Agreement, any production of backscatter radio frequency identification (RFID) systems requiring 1,000 or fewer RFID tags for a single customer shall be deemed to be produced for demonstration purposes only. E. Failure to provide any TECHNICAL INFORMATION called for by this Agreement shall not entitle LICENSEE to recover damages or to terminate this Agreement; the remedy for failure to provide any such TECHNICAL INFORMATION shall be limited to an order requiring its disclosure. F. The parties agree that they shall use reasonable efforts to protect from disclosure to third parties all TECHNICAL INFORMATION disclosed shall prohibit or generated under otherwise operate to restrict or materially impair any of the terms of this Agreement and INVENTIONS which LICENSEE elects (ii) no other obligations to protect as trade secrets third parties exist that prevent Research Institute from fulfilling its obligations under the provisions Agreement, and (iii) it shall have a continuing obligation to provide certain Technical Information to Licensee, if Licensee determines, in consultation with Research Institute, that such Technical Information is required to satisfy Licensee’s performance under Article 3 of Xxxxxxxxx 00X. *** Confidential treatment requested pursuant this Agreement to commercialize the Licensed Products. The Technical Information: (a) is provided to Licensee solely for the purpose as set forth in this Section 2.1.2 and no other purpose, in bailment with no equitable or legal title transferring; (b) shall be returned or its destruction certified upon request by Research Institute after termination of the Agreement provided, that in the event of the natural expiration of the Term, Licensee’s license to use the Technical Information would continue in accordance with Section 11.3.1; and (c) nothing herein shall be construed as a request for confidential treatment filed with sale of the Securities and Exchange Commission. Omitted portions have been filed separately with the CommissionTechnical Information.

Technical Information License. A. BMI hereby Subject to the terms and conditions of this Agreement and Licensee’s compliance therewith, Children’s grants to LICENSEELicensee a non-exclusive, non-transferable (except a transfer to an Affiliate or as otherwise permitted herein), sublicensable through multiple tiers (in LICENSED FIELD NO. 1 and LICENSED FIELD NO. 2 and accordance with Section 2.1.4) license in the LICENSED TERRITORY, a royalty-free exclusive license to practice the TECHNICAL INFORMATION and to make, have made, develop, use, import, export, and sell the products and services under such TECHNICAL INFORMATION, with the right to sublicense the same. B. BMI hereby grants to LICENSEE, in LICENSED FIELD NO. 3 and Field of Use in the LICENSED TERRITORYLicensed Territory to use the Technical Information to develop and manufacture Licensed Products throughout the Licensed Territory for the Field of Use. The Technical Information is “AS IS” and Children’s shall transfer materials, a royalty-free nonexclusive license including those materials listed in Exhibit B, that are included within the Technical Information on the same basis within **** of the Effective Date. Children’s has no other obligation with respect to practice the TECHNICAL INFORMATION and to make, have made, develop, use, import, export, and sell the products and services under such TECHNICAL INFORMATION, with the right to sublicense the same. C. LICENSEE shall not disclose to third parties any TECHNICAL INFORMATION furnished by BMI during the term of this Agreement, or any time thereafter, Technical Information; provided, however, that disclosure may be made Children’s shall represent, to the best of any such TECHNICAL INFORMATION at any time: its knowledge that (i) none of its inter-institutional agreements or other contractual relationships with the prior written consent of BMI, or (ii) to the extent necessary to LICENSEE’s sublicensees and purchasers of LICENSEE’s products or services, or (iii) after the same shall have entered the public domain through no fault of LICENSEE, LICENSEE’s sublicensees or purchasers of LICENSEE’s products or services. Disclosure of TECHNICAL INFORMATION shall be permitted without prior written consent of BMI to the extent required by statute, rule or regulation of a governing body during the course of LICENSEE’s normal business practices. LICENSEE shall inform BMI of any such disclosure. Any combination of TECHNICAL INFORMATION shall not be considered in the public domain merely because individual elements thereof are in the public domain. To the extent that any such TECHNICAL INFORMATION is disclosed under (ii) above, the agreements contained in this Article shall be made by LICENSEE under a confidentiality agreement to apply to and be made binding upon all such parties. D. BMI reserves for itself the right to (i) practice the TECHNICAL INFORMATION for research, development and demonstration purposes; and (ii) license the TECHNICAL INFORMATION in fields and territories not exclusively licensed herein. For purposes of this Agreement, any production of backscatter radio frequency identification (RFID) systems requiring 1,000 or fewer RFID tags for a single customer shall be deemed to be produced for demonstration purposes only. E. Failure to provide any TECHNICAL INFORMATION called for by this Agreement shall not entitle LICENSEE to recover damages or to terminate this Agreement; the remedy for failure to provide any such TECHNICAL INFORMATION shall be limited to an order requiring its disclosure. F. The parties agree that they shall use reasonable efforts to protect from disclosure to third parties all TECHNICAL INFORMATION disclosed shall prohibit or generated under otherwise operate to restrict or materially impair any of the terms of this Agreement and INVENTIONS which LICENSEE elects (ii) no other obligations to protect as trade secrets third parties exist that prevent Children’s from fulfilling its obligations under the provisions Agreement, and (iii) it shall have a continuing obligation to provide certain Technical Information to Licensee, if Licensee determines, in consultation with Children’s, that such Technical Information is required to satisfy Licensee’s performance under Article 3 of Xxxxxxxxx 00X. **this Agreement to commercialize the Licensed Products. The Technical Information: (a) is provided to Licensee solely for the purpose as set forth in this Section 2.1.2 * Confidential treatment requested pursuant * * * CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITHRESPECT TO THE OMITTED PORTIONS. and no other purpose, in bailment with no equitable or legal title transferring; (b) shall be returned or its destruction certified upon request by Children’s after termination of the Agreement provided, that in the event of the natural expiration of the Term, Licensee’s license to use the Technical Information would continue in accordance with Section 11.3.1; and (c) nothing herein shall be construed as a request for confidential treatment filed with sale of the Securities and Exchange Commission. Omitted portions have been filed separately with the CommissionTechnical Information.

Technical Information License. A. BMI Subject to the terms and conditions of this Agreement and Licensee’s compliance therewith, Research Institute hereby grants to LICENSEE, in LICENSED FIELD NO. 1 and LICENSED FIELD NO. 2 and Licensee a non-transferable (except as provided under Section 12.2) license in the LICENSED TERRITORY, a royalty-free exclusive license to practice the TECHNICAL INFORMATION Field of Use and to make, have made, develop, use, import, export, and sell the products and services under such TECHNICAL INFORMATIONLicensed Territory, with the right to sublicense grant Sublicenses (as provided in Section 2.1.3), to use the same. B. BMI hereby grants Technical Information solely to LICENSEE, in LICENSED FIELD NO. 3 and in the LICENSED TERRITORY, a royalty-free nonexclusive license to practice the TECHNICAL INFORMATION and to make, have maderesearch, develop, usemanufacture and commercialize Licensed Products throughout the Licensed Territory and for only the Field of Use. The foregoing license is exclusive as to the Exclusive Technical Information and non-exclusive as to any Technical Information that is not Exclusive Technical Information. The Technical Information is provided “AS IS.” Research Institute shall transfer a copy of or give access to all Exclusive Technical Information, importsolely for a Licensed Product in the Field of Use, exportas set forth on Exhibit E in its possession or control to Licensee within thirty (30) days of the Effective Date unless otherwise set forth on Exhibit E or already provided under the Ancillary Agreements, and sell otherwise have no further obligation regarding the products Technical Information. Subject to Section 13.1, the Technical Information is provided to Licensee solely for the purpose as set forth in this Section 2.1.2 and services under such TECHNICAL INFORMATIONno other purpose, with no equitable or legal title transferring. Exclusive Technical Information shall be returned or its destruction certified upon request by Research Institute upon the right to sublicense the same. C. LICENSEE shall not disclose to third parties any TECHNICAL INFORMATION furnished by BMI during the term termination of this Agreement, or any time thereaftersubject to Section 11.3. 1. Nothing herein shall be construed as a sale of the Technical Information. Licensee is obtaining access to the Licensed Technology solely for a Licensed Product in the Field of Use, but not the secrecy thereof. Research Institute is not obligated to maintain the Technical Information, excluding the Exclusive Technical Information solely for a Licensed Product in the Field of Use, as Confidential Information; provided, however, that disclosure may be made the terms and conditions of any such TECHNICAL INFORMATION at any time: (i) with the prior written consent of BMI, or (ii) Section 10.4 shall apply to the extent necessary to LICENSEE’s sublicensees and purchasers of LICENSEE’s products or services, or (iii) after the same shall have entered the public domain through no fault of LICENSEE, LICENSEE’s sublicensees or purchasers of LICENSEE’s products or services. Disclosure of TECHNICAL INFORMATION shall be permitted without prior written consent of BMI to the extent required by statute, rule or regulation of Technical Information solely for a governing body during the course of LICENSEE’s normal business practices. LICENSEE shall inform BMI of any such disclosure. Any combination of TECHNICAL INFORMATION shall not be considered Licensed Product in the public domain merely because individual elements thereof are in the public domain. To the extent that any such TECHNICAL INFORMATION is disclosed under (ii) above, the agreements contained in this Article shall be made by LICENSEE under a confidentiality agreement to apply to and be made binding upon all such partiesField of Use. D. BMI reserves for itself the right to (i) practice the TECHNICAL INFORMATION for research, development and demonstration purposes; and (ii) license the TECHNICAL INFORMATION in fields and territories not exclusively licensed herein. For purposes of this Agreement, any production of backscatter radio frequency identification (RFID) systems requiring 1,000 or fewer RFID tags for a single customer shall be deemed to be produced for demonstration purposes only. E. Failure to provide any TECHNICAL INFORMATION called for by this Agreement shall not entitle LICENSEE to recover damages or to terminate this Agreement; the remedy for failure to provide any such TECHNICAL INFORMATION shall be limited to an order requiring its disclosure. F. The parties agree that they shall use reasonable efforts to protect from disclosure to third parties all TECHNICAL INFORMATION disclosed or generated under the terms of this Agreement and INVENTIONS which LICENSEE elects to protect as trade secrets under the provisions of Xxxxxxxxx 00X. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.